SEC Proposes Rescission of Climate-Related Disclosure Rules

What Changed

• - The SEC proposes to rescind the 2024–2025 climate‑related disclosure rules that mandated detailed climate information in Securities Act registration statements and Exchange Act annual reports, including governance, strategy, risk management and met
• The proposal would remove line‑item requirements for climate‑related governance and oversight by the board and management that had been added to Regulation S‑K and related forms.
• The proposal would eliminate prescriptive disclosure of climate‑related risks over specified time horizons (short, medium, long term) and their impacts on strategy, business model, and outlook that had been embedded in the climate rules.
• The proposal would rescind obligations to provide certain climate‑related financial metrics in audited financial statements, including disaggregation of climate‑related impacts in footnotes, thereby reducing the direct role of auditors over these cli
• The proposal would eliminate any mandatory greenhouse gas (GHG) emissions disclosures that were part of the climate rules, including Scopes that were required for large filers, returning GHG reporting (if any) to a voluntary, materiality‑based framew
• The SEC explicitly characterizes the rescinded rules as “overly burdensome and costly”, indicating a policy shift toward cost/benefit skepticism about prescriptive climate disclosure and signaling a broader deregulatory posture in SEC disclosure refo

Suggested Considerations

• Maintain full compliance with the existing SEC climate‑related disclosure rules in registration statements and annual reports until a final rescission (if any) becomes effective, and do not scale back disclosures based solely on the proposal.
• Prepare internal briefing materials for the board, audit committee, and senior management explaining the proposed rescission, its potential implications, and the need to maintain current disclosures in the interim.
• Coordinate with legal, finance, sustainability, and investor relations teams to develop a contingency disclosure strategy that anticipates both outcomes: (i) rescission is finalized and prescriptive line items disappear, or (ii) the rule is modified or retained following comments or litigation.
• Review and update risk factor, MD&A, and business section drafting guidance to ensure that material climate‑related risks and opportunities continue to be addressed under general disclosure standards even if specialized climate items are removed.
• Engage external counsel and proxy‑advisory or ESG stakeholders to assess how reduced prescriptive SEC climate requirements will interact with EU, UK and state‑level climate disclosure regimes, and align internal reporting processes to meet the most stringent applicable framework.
• Consider submitting a comment letter to the SEC (either individually or via industry associations) addressing operational burdens, investor needs, and suggested alternatives (such as scaled or principles‑based climate disclosures or safe harbors).

Key Dates

Who is Affected